Share Option Plan. If at any time or from time to time, the General Partner sells or otherwise issues Shares pursuant to any Share Option Plan, the General Partner shall transfer the proceeds of the sale of such Shares, if any, to the Partnership as an additional Capital Contribution in exchange for an amount of additional Partnership Units equal to the number of Shares so sold divided by the Conversion Factor.
Share Option Plan. None of the Group Companies has adopted or implemented any Share Option Scheme as of the date hereof. However, the Company intends to adopt an equity incentive plan prior to the completion of its initial public offering. Please see the discussion of the 2008 Equity Incentive Plan in the Draft F-1 Registration Statement for further information with respect to this plan. None. See Annex A.
Share Option Plan. The Payee shall be able to participate in any of the Company share option scheme as may be set up from time to time by the Company’s compensation committee or Board.
Share Option Plan. Within [X] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor whereby options over Ordinary Shares (subject to a maximum option pool [equal to [10-20%] per cent of the Shares (excluding Treasury Shares) in issue immediately following Completion) may be granted to directors, and employees of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (in both cases with Investor Consent).]
Share Option Plan. The Company shall, no later than within 60 (sixty) days following the Closing, adopt an incentive share option plan, for allocation of options to purchase Ordinary Shares to employees, consultants and directors of the Company and its subsidiaries, the terms of which shall be reasonably acceptable to the Purchasers and include a 4 year term vesting schedule mechanism with a one year cliff (the “Share Option Plan”).
Share Option Plan approving amendment of the Share Option Plan to (a) provide full vesting and exercisability of all Azur Options effective as of immediately prior to the Closing, (b) permit, with the consent of the holder, Net Exercise (as defined below) as the method of consideration for exercising Azur Options, (c) provide that Azur, in its sole discretion, subject to the consent of the holder and with Jazz’s approval, may satisfy the tax withholding obligations, if any, arising from the exercise of an Azur Option by withholding from any compensation otherwise payable to the holder of such Azur Option, by causing the holder of such Azur Option to tender a cash or check payment or by withholding Azur Ordinary Shares from the Azur Ordinary Shares issued or otherwise issuable to the holder of such Azur Option in connection with the Azur Option with a value on the Closing Date equal to the amount of the withholding tax obligation (the Tax Withholding Provision), (d) eliminate the discretion of the board of directors of Azur to grant options to any person other than a Qualifying Person (as defined in the Share Option Plan), (e) provide that the Azur Options shall be adjusted to give effect to all capitalization adjustments described in this Schedule 1 without the surrender and re-grant of such Azur Options and without obtaining written approval from the Accountants (as defined in the Share Option Plan) and (f) terminate effective not later than immediately prior to the Effective Time.
Share Option Plan. Within [ ] Business Days of the Completion Date, the Company shall adopt a Share Option Plan in a form acceptable to the Investor Majority whereby options over Ordinary Shares (subject to a maximum option pool [of [ ] Ordinary Shares] [equal to [ ] per cent of the Equity Shares (excluding Treasury Shares) [in issue immediately following Completion] [on a fully diluted basis from time to time]) may be granted to directors, employees and consultants of the Company pursuant to the Share Option Plan in such number as may be decided by the Board (in both cases with Investor Director Consent). [Note insert relevant details] The members of the Board immediately following Completion shall be [the Founders] and the Investor Directors (if appointed). Board meetings will be held at intervals of not more than [ ] weeks and at least [ ] Board meetings will be held in each calendar year. [Note: insert details] [For so long as] [Name of Investor] [Note: insert name] [and its Permitted Transferees] [holds not less than [ ] per cent of the Equity Shares (excluding Treasury Shares) in issue] [Note: amend as appropriate] he/they shall have the right: to appoint and maintain in office such natural person as [name of Investor] may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his removal whether by the Investor or otherwise, to appoint another director in his place; [and] [or] [Note: amend as appropriate] to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will not be entitled to vote. [ ] shall be deemed to be the first director appointed pursuant to this clause 8.2. [Note: complete details] Appointment and removal of an Investor Director or an observer in accordance with clause 8.2 shall be by written notice from the appointing Investor to the Company which shall take effect on delivery at the Company’s registered office or at any meeting of the Board or committee thereof. The Company shall send to the Investors, to any Investor Directors and any observer appointed by an Investor (in electronic form if so required): reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be disc...
Share Option Plan. The Company has established a rolling share option plan (the "Plan"), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company. The minimum exercise price of the options is set at the Company's closing share price on the day before the grant date, less allowable discounts in accordance with the policies of the TSXV. Options granted may be subject to vesting provisions as determined by the Board of Directors and have a maximum term of ten years. During the six months ended February 28, 2015 the Company granted 135,000 (2014 - 260,000) share options and recorded compensation expense of $51,300 (2014 - $143,200). The fair value of share options granted and/or vested during the six months ended February 28, 2015 and 2014 is estimated using the Black-Scholes option pricing model using the following assumptions: Risk-free interest rate 1.22% 1.39% - 1.46% Estimated volatility 82% 88% - 96% Expected life 3 years 3 years Expected dividend yield 0% 0% Expected forfeiture rate 0% 0% The weighted average fair value of all share options granted and/or vested during the six months ended February 28, 2015 was $0.38 (2014 - $0.55) per option. Option-pricing models require the use of estimates and assumptions including the expected volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide a reliable measure of the fair value of the Company's share options. A summary of the Company's share options at February 28, 2015 and 2014 and the changes for the six months ended on those dates is presented below: Balance, beginning of period 2,535,000 1.92 3,781,500 2.01 Granted 135,000 0.60 260,000 0.76 Exercised - - (50,000 ) 0.76 Expired (1,820,000 ) 2.18 (1,011,500 ) 1.91 Balance, end of period 850,000 1.13 2,980,000 1.96 ______________________________________________________________________________________________________________________________________
Share Option Plan. (a) The Company reserves a pool of not more than 118,166,946 Common Shares, to be granted to the officers, directors, employees and consultants of the Company. The Common Shares issued pursuant to the employee share option plan (“Share Option Plan”) shall also be subject to vesting over four (4) years at twenty-five percent (25%) each year. Unless otherwise approved by the Board of Directors, including the affirmative consent of a majority of the Investor Directors, all officers, directors, employees and consultants of the Company who shall purchase, or receive options to purchase, shares of the Company under the Share Option Plan shall be required to execute share purchase or option agreements providing for (i) vesting of shares over not less than a four (4)-year period with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal instalments at the end of each consecutive six (6) monthly interval commencing immediately after the said initial twelve (12) month period over the following thirty-six (36) months; and (ii) a one-hundred eighty (180) day lockup period in connection with the Company’s IPO. The Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and the right to repurchase unvested shares at cost. The Company shall have a repurchase option on unvested shares at cost. Notwithstanding any provision to the contrary in this Agreement, the Company and the Board of Directors shall agree, except for the current 118,166,946 Common Shares reserved under Section 7.11(a) above, no additional Common Shares shall be reserved and granted to the officers, directors, employees and consultants of the Company under the Share Option Plan or any other incentive plan of the Company.
(b) Subject to existing share purchase or options agreements entered into by the Company and such officers, directors, employees and consultants of the Company and unless otherwise approved by a majority of the Board of Directors, including the affirmative consent of a majority of the Investor Directors, no option for Common Share issued pursuant to the Share Option Plan shall provide for acceleration of vesting. Notwithstanding the foregoing, with the approval of the Board of Directors of the Company, including the affirmative consent of a majority of the Investor Directors, the Company may issues options or restricted stock that provides...
Share Option Plan. (a) Unless otherwise approved by the Board (which shall include the approval of the Requisite Preferred Directors), all shares, options or other securities or awards granted or issued under the ESOP shall vest as follows: twenty five percent (25%) thereof vest at the first anniversary of the date when such shares, options or other securities or awards are granted or issued with the remaining vesting evenly in monthly installments over the next thirty-six (36) months, except that twenty five percent (25%) of the shares, options or other securities or awards granted or issued under the ESOP to the Principals shall vest at the date when such shares, options or other securities or awards are granted or issued, with the remaining vesting evenly in monthly installments over the next thirty-six (36) months.
(b) No issuance or grants will be made under any ESOP unless such ESOP contains terms and conditions reasonably satisfactory to the Board (which shall include the approval of the Requisite Preferred Directors), which among other things, shall provide for the recipient of the award’s obligation to sign an instrument of accession to join the Right of First Refusal and Co-Sale Agreement as a party, and the Company’s right to repurchase any and all unvested shares, options or other securities or awards granted thereunder at a price equivalent to the actual cost under certain circumstances. As a condition to the issuance of any shares issued under the ESOP or the exercise, conversion or exchange of any Equity Security issued under the ESOP, the grantee shall be required to enter into the Right of First Refusal and Co-Sale Agreement as a Principal (as defined in the Right of First Refusal and Co-Sale Agreement) or an agreement substantially similar thereto, unless otherwise agreed by the Board (which shall include the approval of the Requisite Preferred Directors). Any attempt to exercise any option or other security granted or issued under the ESOP in contravention of this paragraph shall be null, void and without effect.
(c) As soon as practicable after the date hereof, the Company shall, and shall cause each Group Company to, obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary to effectuate the ESOP in the PRC in accordance with PRC Law; provided that the Company shall not grant any awards pursuant to the ESOP to any grantee in the PRC if any authorization, consent, order or approval of any Gov...
